Common use of Removal; Vacancy Clause in Contracts

Removal; Vacancy. The Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, subject to the limitations set forth in Section 1.1(a), to remove any Investor Designee that is a member of the Board promptly after receipt of direction from the Investor that the Investor desires to have the Investor Designee removed from the Board. In no other event (unless required by their fiduciary duty, law or Trading Rules) will the Key Holders seek the removal of an Investor Designee. The Key Holders agree that (i) if the Investor has a right to designate a director pursuant to Section 1.1(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such director, and (ii) the Investor provides written notice of the identity of the Investor Designee, that they shall promptly take such action consistent with the provisions of this Agreement and the Company’s Bylaws to effect the election of the Investor Designee as soon as practicable, but in any event no later than seven (7) days after written notice is provided by the Investor to the Company and the Key Holders, which action will be taken either at a subsequent stockholders’ or directors’ meeting or action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company.

Removal; Vacancy. The Key Holders agree to take such action as may be necessary, in their capacity as stockholders or directors of the Company, subject to the limitations set forth in Section 1.1(a), to remove any Investor Principal Designee that is a member of the Board promptly after receipt of direction from the Investor Principal that the Investor Principal desires to have the Investor a Principal Designee removed from the Board. In no other event (unless required by their fiduciary duty, law or Trading Rules) will the Key Holders seek the removal of an Investor a Principal Designee. The Key Holders agree that (i) if the Investor Principal has a right to designate a director one or more directors pursuant to Section 1.1(a) to fill a vacancy on the Board, whether such vacancy existed on the date of this Agreement or resulted from the removal of such director, and (ii) the Investor Principal provides written notice of the identity of the Investor Principal Designee, that they shall promptly take such action consistent with the provisions of this Agreement and the Company’s Bylaws to effect the election of the Investor such Principal Designee as soon as practicable, but in any event no later than seven (7) days after written notice is provided by the Investor Principal to the Company and the Key Holders, which action will be taken either at a subsequent stockholders’ or directors’ meeting or or, if and as applicable, action by written consent of the stockholders or directors, subject to any fiduciary duties owed by such directors to the Company.